Two Spiders
by dablman2020
Summary: What if Peter wasnt the only one bit by that spider? what if a transfer student from Westchester was the other one bit? follows the basic universe of the Ultimate comics but turns AU very fast. Responce to aspiringactor's challange, Peter/Kitty pairing
1. Chapter 1

Two Spiders

**A/n this fic is in ****response to a challenge by ****aspiringactor to write a strictly PeterXKitty fic. I myself am a big fan of this pairing and this will be my first fic that is strictly PeterXKitty. I will be releasing it in many chapters and will most likely go way over the 10,000 word minimum for the challenge. And now without further adue the first chapter of Two Spiders!**

Two bodies lay on the floor of the lab. One boy, one girl both writhing in agony at the venom of the spider bites each of them received. Peter Parker a 16 year old sophomore in high school had panicked when the spider initially bit him on the hand causing it to leap to another student. The geeky and slightly awkward teen was enjoying the end of the year fieldtrip to an Oscorp lab and was so enthralled by all the science around him that he didn't notice the spider till it was too late.

Katharine "Kitty" Pryde was a transfer student who joined the class shortly after the winter break. Previously having attended a boarding school in Westchester she moved to Queens after her mother's divorce was finalized and when she got a new job in Manhattan. She was also shocked when that spider leapt onto her and also quickly bit her on her arm. Shacking the spider off it was quickly stomped out by classmate Kong.

Both of them felt a burning agony in their veins. Their classmates stood stunned as teachers and lab workers called for an ambulance. To their senses it was a whirlwind of noise and movement, unable to interact with anyone and yet they each felt a pulling in their minds, and a change in their bodies. This field trip on the last day of classes after finals were finished was supposed to be a highpoint and relaxing trip for both the brilliant young students. Instead for them it ends with the both of them in a hospital. Peter with his aunt and uncle, Kitty with her mother. Both their minds slightly fogged but a single thought reverberated in their minds, _'Well that was a shitty way to start the summer.'_

**A/n yes I know this was a short incredibly short chapter but I just wanted to set the sceane. The next two chapters will go into the after effects of this change in the origin story of Spiderman. The next chapter will be called Peter's Summer, and will go into the rest of the origin of Spiderman. **


	2. Summer of Spiders Edit

Summer of the Spiders

**A/n this chapter will feature mainly Kitty and her dealing with the changes from the bite. I will only glance over Peter's origin as it's already been done so much and I am not really changing much about it. Read and Review!**

**A/n UPDATE: after reading some reviews and talking with some people I decided to do some edits to this chapter there are some noticeable changes as well as a few additions. **

Kitty Pryde was not having a great time. The day before summer break she got bit by a spider and ended up in the hospital for a night. She was released from the hospital a week ago and was still feeling somewhat odd, even for her. She was sleeping in her bed trying to rest up because she was going to visit her friends in Westchester in a few days.

Her dreams had become odd and somewhat dark over the past few days. The dreams prominently features spiders which after the bite didn't really surprise her but just the feel of the dreams felt somehow familiar. If felt like the dreams she used to have of falling three years ago when her powers first manifested and she fell through the floor. The dream had her trapped in a web and spiders crawling all over her.

She awoke with a jerk and instead of phasing through the floor she jumped up out of her bed to the ceiling and actually stuck there. She carefully takes a few cautious crawling steps before her eyes went wide and she screamed "MOM!"

Theresa Pryde rushed into her daughter's room after hearing her scream and saw the empty bed and thought her daughter must have phased through the floor again, until a blanket falls to the floor. She looks up and sees her daughter stuck on the ceiling of the room seemingly crawling on it like a spider. Theresa takes a deep breath calming herself, "I will go call Xavier." She says walking out of the room muttering "At least this time I know what to do about it." To herself

**Meanwhile across town in Forest Hills: **

"I have super powers!" Peter Parker gasps to himself as he crawls around his small room after waking from a nightmare. "But how? The spider bite!" he realizes and begins to wonder what he is going to do with his new found powers.

**Back with Kitty**

Kitty who now was off of her ceiling got dressed as her mother talked to the Professor was wondering where her new powers came from. She was pacing around her room as she packed her stuff up for her trip to the Institute that would probably be moved up. "_Could it have been that spider bite?_" she thought to herself. "_I just hope that the Professor and Mr. McCoy can figure it out_."

Theresa then entered the room and saw her daughter all packed up. "Good you are packed up. Grab your stuff we are going to Xavier's." she said with pride at her daughter thinking responsibly and being on the same line of thought as her. Kitty pulled the backpack onto her back and grabbed her duffle bag surprised at how light it felt despite all the stuff she had put in it. She hurried down to the car literally bounding off the walls moving far faster than she ever had before. Not that she was slow or weak by any stretch, she always had a lean figure but all the workouts she did at the Institute gave her an athletic muscle tone which only seemed to have gotten enhanced.

The drive to Xavier's was fairly boring. Kitty listened to her favorite band, I Fight Dragons, on her Ipod while her mother drove. She kept getting the almost excited feelings in the back of her mind. Almost as if she was remembering something that happened but it didn't happen to her. She pushed the thought aside and focused on just relaxing to her music, trying to drown it out.

**The Streets of New York**

Peter decided to go out and walk around to try to clear his head but all the awesomeness of gaining super powers was running through his head constantly. Then for some reason he started humming the song 'The Geeks Will Inherit the Earth'. It was a good song but he had no idea how or why it suddenly just came to him. He put it off as one of life's little mysteries. Then he saw an ad for a wrestling competition. "_This could be a good way to cash in on my new powers._" Peter thought to himself. "_All I need is a cool name and costume and I am set!_"

**With Kitty**

When they arrived at Xavier's school for gifted youngsters Kitty was happy and excited to see her friends and the people she considered to be her pseudo family, though she was glad to learn that her ex, Bobby, was with his parents for the summer. The days passed fairly quietly or at least as quietly as it can in a house full of super powered mutants. She spent a few hours with Logan telling him about her new school and everything. He always affectionally refers to her as 'half-pint' and took the role of a protective uncle to her.

Kitty had to learn how to control her new super strength as the first day she ended up smashing her alarm clock into a bit of wreckage, breaking off the handle for the faucet in the bathroom and shattered the glass door to the patio after Kurt teased her about what happened in the bathroom. He learned not to do that as much when Pitor startled Kitty once and she ended up flipping him over her shoulder. Both of them were surprised by that.

That was until about a week after her arrival at the Institute. It was late in the evening and Kitty was resting in her room just reading a book. She was feeling this sense of excitement and adrenaline that was keeping her from falling asleep. Shortly after that she felt anger and contempt, all of these emotions coming from the back of her mind. She never really brought it up to the professor because she never dwelled on it herself. That was until about an hour later she was overcome. The emotions were so strong, she had never felt such intense feeling of grief, anguish, guilt and anger. She broke down and cried silently in her bed, and the only reason she could think of was the feeling of loss. The greatest loss you can experience of having someone you love taken from you. She knew that somewhere out there some one needed her help and she tried to think comforting thoughts to try and help this presence.

**IN QUEENS**

Ben Parker was dead. "_It's all my fault_" Peter thought to himself. He stood over the murderer, the very man he had let go at the stadium earlier that night. He could have stopped this; he could have kept the death of Uncle Ben from happening. This was his lowest moment, never before in his young life has he ever been this depressed. And yet at the same time he felt like he wasn't alone, as if the pain wasn't all on his shoulders. He heard a soft voice whisper not really words but feelings of comfort in the back of his mind. That night he swore to himself that he would make sure that others wouldn't have to feel the same pain. He would stop crooks and criminals like the one that took Uncle Ben from him. He would become Spiderman.

**Back in Westchester**

Kitty spent the rest of the summer working and perfecting her control over her new powers. She found she had increased strength; that was actually on the level of Colossus, faster reflexes, the ability to stick to walls, and this buzzing sensation that warned her of danger that came from the back of her mind. The buzzing came from the same place as the feelings she got that one night she cried in her room. She found out the hard way that she couldn't phase through something while sticking to it. She tried phasing through the ceiling of the danger room while she was sticking to it. The moment she tried phasing she lost her grip onto the ceiling and started to fall. Luckily Kurt noticed and was able to teleport and grab her before teleporting to safety so she didn't get hurt, lesson learned.

She eventually did tell the professor about the feeling she had been getting and how she was overcome one night. He tried to probe her mind but all he could find was that there was some kind of empathic link but he couldn't tell to who it linked Kitty to. She was frustrated at not knowing who she had this kind of a deep emotional connection to. To share the kind of pain and sorrow she had felt coming from another person was something that felt so… intimate to her. She had to put that on the back burner as she trained with the rest of her friends.

The whole X-men gang heard about this person called Spiderman on the news who was apparently cleaning up New York's criminal underground. Most of it was rumor and no one could get a clear picture of the masked hero but Kitty had a sense of familiarity with him. Probably because it seemed like they had the same powers she thought that maybe he was the one who she was linked to. That was until the Daily Bugle started offering a cash reward for pictures of Spiderman. Kitty hated the paper for what it said and how it painted Spiderman she was eager to read anything on the hero. Rouge called her out on having a crush on the young vigilante. This caused Kitty to blush profusely but she didn't even try to deny it.

Then about a week before she was set to leave Kitty glanced and the front page of the Daily Bugle. The headline was **Spiderman: Vigilante Villain! **To which Kitty scoffed but under the headline was a large and clear picture of said hero. It a good picture of Spiderman some-how webbing up a couple of crooks that had broken into a shop. "_Someone must have won that reward with this picture. I wonder who?_" Kitty thought as she looked at the by-line. "_Peter Parker why does that sound so…_" Suddenly realization struck her. Peter was her classmate, he was on the field trip with her when she got bit by the spider, and he got bite by the same spider, could Peter Parker be Spiderman? She ran up to her room and quickly booted up her laptop and did a search.

Google: Peter Parker. She came up with some interesting things. There were articles and journals written by Richard and Mary Parker who Kitty guessed where Peters parents. She read a news article (from the Daily Bugle surprisingly) about the plane crash that killed the Parkers. Finally she found a very recent article about an elderly man who was gunned down for his car by a crook hoping to escape from the police. The article told of Ben Parker, who died in the arms of his nephew Peter before the EMTs could arrive on the scene. The article later went on to say that the murderer was tracked to an abandoned warehouse and when the police searched the building after hearing gunshots go off they found the man tied up in some kind of synthetic webbing, hanging upside-down and severely beaten up. This was the first appearance of Spiderman. However it was the date of the article that most surprised her. The date and times given in the article were the exact date and time of the night she was overcome. The night she cried and felt such horrible things from the back of her mind it coincided perfectly with the tragedy that befell Peter Parker.

The pieces all fell into place. Peter was bitten by the same spider that she herself was bitten by and attributed to her new powers. Peter was the one who was the source of the great tragedy she felt that night. Peter had a reason to go after that murderer, and that was the first appearance of Spiderman who had some of the same powers as her. And Peter was so-far the only one who has been able to take a picture, a good picture, of Spiderman. "_Peter must be Spiderman!_" Kitty yelled in her mind. "_But how is it that I feel what he was feeling?_" the only answer she could come up with was where the feeling came from in her mind. It felt like they were coming from the same part of her mind that her spider-sense resided in. she thought that perhaps because they were bitten by the same spider then perhaps their spider-senses were some-how linked. Sure it was farfetched but it was the only thing she could come up with.

And so as summer drew to a close Kitty began to implement her plan, her plan to meet Spiderman and help him fight crime. She had some ideas for what to do with a costume, but she had already picked out her name. Borrowing from her old code name she decided she would become, Shadow-Spider!

There was still a month left over the summer. And though Kitty couldn't figure out how Peter was able to make a shoot those cool webs she was able to make a costume for herself. She styled it after Peter's costume that she got a few good pictures of thanks to Peter himself having his pictures published in the paper. Using a computer design tool she designed her costume. She kept Peter's texture and pattern of his suit but she changed the coloration. She changed the red to a dark purple that was her favorite color and made the blue areas a darker shade of blue. She kept the webbing pattern black and was very happy with how it looked. She took her design down into the X-Men complex under the mansion and quickly made a couple costumes after imputing the design into one of the machines. She was glad she was able to get this done before going back to New York. Now at least she would be able to meet Peter in his Spiderman identity and talk to him about it.

**A/n there it is the first "Full" chapter of Two Spiders. Before I go on I would like to say that I am going to be toning down Kitty's phasing ability from what it is in the comics. She can't phase through things while she is using her wall crawling and when she gets them her web shooters. She can't phase through high level energy attacks and things like explosions, and shockwaves still affect her to a degree like stunning her. Can't have her be too powerful and outshine Peter. Also about Kitty finding out Spiderman's secret identity so quickly she had access to one thing that made it all click, the shared spider-sense. Also she knew that she developed powers from that spider bite and she reasoned that Peter did as well. For now though no one else knows and can't figure it out like that because they aren't advertising that that's how they got their powers. Thanks to every one!**

**A/n UPDATE: there it is my re edited version. I added some stuff re arranged some stuff and even put in Kitty getting her costume. If anyone has any artistic skills and wants to try their hand at drawing Kitty's costume feel free! Basically her costume is a just like Spidergirl's from the MC2 universe only with purple instead of red. Also the band I Fight Dragons is a real band, they are in my opinion really good and kinda geeky would makes sense for both Kitty and Peter to like them. Later guys!**


	3. Crossing Paths

Crossing Paths

**A/n here is the third chapter of Two Spiders. Kitty makes a return to New York and school begins for the young heroes. Just as a frame of reference they are just starting their junior year of high school. Kitty spent her first year and a half of high school at the Xavier institute perfecting her powers. A recap on Kitty's phasing abilities, 1 she can't phase through things while sticking to them or using her web shooters when she gets them, 2 high powered energy attacks still affect her, meaning very high level lasers and plasma weapons, 3 large explosions and shockwaves affect her to a lesser degree stunning her. That's it now on with the show!**

Kitty was stressing out. She had been back in New York for a week spending nights running around on rooftops looking for Spiderman. "_How the hell does he do that stuff with the webbing?_" Kitty thought to herself. "_I mean I have been training all summer and I never got that power._" She sighed as she climbed out her window in costume. School was starting tomorrow and she wanted to at least introduce herself to him and team up in costume once before the school started.

As she ran across the rooftops she then noticed the very person she was looking for swing by across an intersection only he was swinging from the skyscrapers. Changing course she quickly ran after the hero hoping to lend him a hand and fight some bad guys. However she was not fast enough and arrived on the scene just as Peter was swinging away again.

Giving up for the night Kitty ran back home and was exhausted by the time she got into bed and passed out after setting an alarm for the next morning.

Peter swatted his alarm across the room when he woke in the morning. "_Damn an entire summer of doing that and I still keep wrecking my alarm clocks_" he thought as he dragged himself out of bed. "_The start of another year of education at the magnificent Middleton Magnet high school_" He sarcastically joked in his own head as he got ready and headed out the door to school. "_But this year is going to be different._"

As soon as he got to school he met up with his best friend Harry Osborn who had spent the summer in Europe. "Just did some site seeing" he sighed "Dad spent the whole time in office meetings." Harry's dad the infamous industrialist Norman Osborn was trying to get his company, OsCorp, to be able to compete with companies like Stark Industries and even Hammer Industries. "What about you Peter? How was your… Peter where? Oh god…" Harry questioned as he looked around for his friend then seeing him approach the group of cheerleaders just entering the school in their own ever present uniforms. Harry knew Peter had a crush on Liz Allen the beautiful Latina girl on the team but she was so stuck up with her rich parents that she wouldn't give Peter the time of day. Worse still Peter had to compete with Flash for her.

Needless to say the encounter went about as well as Harry expected. Once Peter actually gets in front of the cheerleaders whatever courage and determination he had vanishes and her reverted back to the insecure geek he was. Liz rejects Peter and humiliates him. Flash and his football buddies decide to humiliate him further and basically toss him into the dirt.

All this happens just as Kitty walks onto the school grounds. She was wearing her usual attire of slightly baggy jeans and a light jacket that concealed her body. Even though she is aware she has what most would consider an awesome figure she didn't want the extra attention and risk someone finding out her secrets.

Kitty gets an idea of how she can discreetly signal Peter that she knows he is Spiderman. She walks up to Peter and extends her hand to help him up. He of course grabs it and when he is up she squeezes. Hot a normal squeeze but a spider power enhanced squeeze. Had he been a normal human she would have crushed his hand but Peter's own super strength kept that from happening. "Those guys are jerks you okay?" Kitty asked her voice not hinting to the amount of force she was exerting on his hand.

"Yeah I am fine, I am used to taking a pounding from those guys." Peter replied. "_Damn she has a strong grip. If it weren't for my spider strength I'd probably be on my knees right now. What the hell is with this girl?_" he thought to himself right before she let go of his hand. "What was your name again?" he asked sheepishly

"Kitty, Kitty Pryde. We were in the same science class last semester." Kitty replied, she didn't want to give away too much. "_Maybe if I give him a push in the right direction he will figure it out for himself and he will come to me._" She thought. Then the bell rang, shacking the both of them out of their little stare-down. "Well see you around I gota go get to home room!" Kitty yelled running into the building.

"_What the hell was that about?_" Peter thought to himself. "_She was acting so nice but had my hand in a vice grip_." Peter himself rushed off to his home room and took his seat next to his friends Mary Jane and Harry.

Throughout the day he just couldn't get his mind off of Kitty. They shared a few classes together and both would steal glances at the other when they thought the other was not looking. A couple of times they would catch each other and would blush in embarrassment. To an outside observer it would seem that the two of them had a crush on the other and they were dancing around the issue. The more he thought about it the more Peter started to go over all his previous interactions with the brunette geek. It wasn't until last period biology that it hit him.

"_The science class final field trip before the summer!_" Peter realized. It was the very trip that gave him his powers when he was bit by that spider. "_Kitty was also bitten by that same spider. That would explain that grip she had. She must have figured out that I got powers from it too!_" A more pressing realization overcame Peter. "_OH SHIT! DOES SHE KNOW I AM SPIDERMAN?_"

At the end of the class Peter stayed seated after everyone else had left. Almost everyone. Kitty who also had stayed behind was just gathering up her books as Peter got up and approached her. "We need to talk." Peter said in a rather cold tone, unsure of what to do in the situation.

Kitty was beaming on the inside that her plan worked. "I was wondering when you were going to ask." She said with a smile. As they both left the classroom and headed towards the back of the school.

**A/n yes slight cliff hanger I know but I wanted to get this chapter out ASAP. I know my Spiderman universe is different then any other and it does borrow from a few other universes. Kitty is based off of her Ultimate version; MJ is also the ultimate version but will act in a similar way to the Spectacular Gwen. Liz is the Spectacular version of Liz as is Harry. Gwen will make her appearance later in the story in a similar way to Ultimate and will have a surprising history with Peter. **


	4. BIG NOTICE

Big Notice!

Hey everyone, sorry to disappoint if you were all expecting a new chapter but alots been going on in my life and I felt like an explanation is necessary. First off school has been crazy lots of projects and papers, gona get one of them published. Also my sister has been sick and in the hospital a lot. Next some announcements for my stories

As I am on spring break this week I will have plenty of time to write. So expect the a new chapter for both Two Spiders, and Lazarus within the week.

Next is news concerning my spectacular story. Honestly I am not that happy with where it is going. I feel like I was trying to do too much all at once. Therefore season 3 will be going through a re-write where I will keep the stuff I really liked and am really proud of but take out the extra fat and really give it some polish.

Finally Naruto has taken a back burner for me as I plot out all the story line.

Thank you for your patience


	5. Coming to Terms

Coming to Terms

**A/n sorry about the delay. Wanted to get this chapter out sooner but family issues kept it from getting completed. Sister was in the hospital for a while and got diagnosed with Chrones disease, and all my professors assigned a ton of papers and tests. It has been a grueling couple of weeks, sorry for the delay. And now for the big confrontation between Kitty and Peter!**

In a small little alcove in the back of the school Kitty stood leaning against the wall with her arms across her chest. Outwardly she was giving off a demeanor of defiance and confidence; on the inside though she was beaming with happiness. Over the day she had listened carefully to everything Peter said. She even went so far as to eavesdrop on his lunch conversation. It turned out the two of them had a lot more in common than just the spider powers. Both were geeky and were at the top of their classes. They shared a lot of the same interests in science and music. Hell they had the same favorite band.

Peter on the other hand was openly nervous and anxious even though he was trying to hide it. On the inside he was scared out of his mind of his secret getting out and what Kitty was going to do to him or demand of him. "So how much do you know?" Peter said trying to remain calm.

Kitty smiled "Just about everything."

"Everything?" Peter was getting scared now.

"Well I did get my spider powers the same way as you so it wasn't really all that had to figure out." Kitty smirked at his discomfort. Not as much the popular cheerleader type she wasn't used to guys being uncomfortable around her and was enjoying this small taste of it. However she didn't want him too uncomfortable. "Don't worry, I am not going to tell anyone about you being Spiderman."

Peter openly sighed and seemed relived "Thank you." He sighed

Kitty's smirk returned "But there is a catch."

"Of course there is." Peter said slightly irritated

"I want to join you." Kitty said flatly staring in Peter's eyes.

Peter started stuttering he had no idea how to respond to this. He grew increasingly uncomfortable and his eyes darted around until…

"HEY PETER!" he turned to see the exuberant Gwen Stacy approaching them. "Don't you have to get to work at the Bugle?" Gwen said obvious that she was trying to give him a way out of his current situation.

Peter glanced down at his watch not really looking at the time before turning and yelling "Aw crap I'm gona be late." As he passed by Gwen he whispered a short "Thanks"

As Peter turned the corner Gwen's eyes hardened and turned to Kitty. Her voice took on a more menacing quality. "I don't know what you two were talking about and honestly I don't care." Gwen stated with a cold emotionless tone that thinly veiled the anger beneath. "Peter has taken enough crap in his life, he is the closest thing I have to a brother and I am not going to let some girl try and take advantage of him."

"I.. I…" Kitty tried to reply

"Stow it. I don't need to hear what ever excuse or reason you come up with." Gwen continued walking slowly towards Kitty. Her gaze softened for a moment "If you are truly interested in Peter and in getting to know him fine, he is a good person and deserves to be happy. But" it was at this point Gwen's eyes became steeled with a menacing rage that promised danger. "I am only going to tell you this once, if you ever and I mean ever hurt, use, abuse, or mistreat Peter, I will make you pay for it."

As Gwen turned and left Kitty let out a breath she didn't even realize she was holding. Even though she was terrified of the other girl she was surprised her spider sense didn't go off. '_Wow, now I know how Bobby felt when Logan gave him "the talk" after he asked out Rouge._' She sighed to herself.

As she headed home she thought to herself "_No real point in trying to track down Peter, I never could find him before._" Just as she finished saying that the wall crashed down beside her revealing Spiderman fighting a guy in a yellow and brown body suit with these gizmos on his hand that were firing some kind of kinetic blasts. '_Is it just me or recently does the universe just love to prove me wrong?'_ Kitty thought as she ducked into the ally-way and changed into her Shadow-spider costume. '_I just hope he saves some for me.'_

"Stop jumpin around you annoying bug." Shocker said in his thick Texas accent. "Now I have just about had enough of you!"

Kitty crawled up onto the ceiling above Shocker before she spoke up. "Actually spiders are arachnids not bugs, if you're going to insult someone at least get the facts right." Kits said which startled Shocker causing him to look around. "Up here cow boy." The moment Shocker looked up he was caught by an upside-down bicycle kick right to the chin sending him flying into the wall.

As Shocker dusted himself off and got up out of the rubble he glared at Kitty. "Darlin I don't know who you are, but you are in a whole heap of trouble now." As he raised his blasters and fired a coninus stream towards Kitty she phased through a wall and then back into the room the fight was in earning a quizzical look from her opponent.

"The name is Shadow-spider and I got more than a few tricks up my sleeve." Kitty announced as Peter caught Shocker off guard and webbed the villain to the wall. "Nice one Spidey." She smiled at her counterpart knowing with their close proximity he could 'feel' her smiling even if through her mask it didn't show.

"What the hell were you thinking?" Peter said his annoyance dripping in his voice though a heavy feeling of concern was felt through their bond.

"I told you before I wanted to join you in your fight and I am not some fragile little girl I am just as tough as you." Kitty retorted slightly insulted.

"Aww having problems with your girlfriend bug?" Shocker laughed before realizing that it was a mistake.

That was .2 seconds before two super powered fists connected with his head knocking him unconscious and most likely giving him a concussion. "SHUT UP!" they both yelled as the enforcer blacked out.

"We are going to have to finish that talk." Peter said he began scaling a building.

"Sure but if you go web slinging across the city you are going to have to take me with you. For some reason I didn't get that power." Kitty said in a tone that emphasized that she would not be left behind.

"Fair enough." Peter agreed "But it's not a power. I designed and built these web shooters myself. Even used an old adhesive formula I found in my dad's notes to make them work." Peter then took Kitty by the waist and proceeded to web sling to his favorite thinking spot.

"Where are we going?" Kitty asked slightly embarrassed at being carried like this but really enjoying it and the feel of Peter's hard toned muscles.

"There is this spot I like to go when I need to think about things and you have given me a lot to thing about today." Peter replied not sure what to make of the feeling he was getting over their connection. Unlike Kitty who was used to having the thoughts and feelings of others in her head due to her interactions with the Professor and Jean and kind of telepathy was new to him.

"That's ok I guess it is a lot to take in." Kitty smiled

"Yup" Peter agreed. "Now let's go see Bruce."

"Who?"

**A/N sorry for the long wait everyone again. I was just so bogged down. Next chapter Bruce's decision!**


	6. Bruce

Bruce's Decision

**A/N sorry for the long wait everyone if you have been keeping up with my other stories then you know I have been going through a lot with my family in and out of the hospital and my mom's chemo treatments and such. Thank you all for your patience and as a reward here is the next chapter of Two Spiders!**

"So this is Bruce?" Kitty asked still not believing what she was seeing

"Yup" Peter replied

"But.." Kitty started before being interrupted

"He really helps me out you know is a good listener and is always there." Peter smiled at his own joke

"Well I would think so considering he is a stone gargoyle!" Kitty replied annoyed at this.

"I know that" Peter sighed. "it's just that with all the crazy stuff I go up against it feels good to just talk it out with someone even if it is just a stone statue. I mean who else would I talk to about all this crazy stuff?"

Thinking about it for a moment Kitty could get what he was saying. She tried bottling it all up for so long before she joined the Xavier school and there where she could talk to people about her powers was a much better environment then just trying to learn it all on her own. Even Logan who wouldn't usually say much was a good person to vent to simply because he had that air of understanding at least with her and Rouge. Anyone else was too scared to approach him. "I get it." Kitty said putting a hand on his shoulder. "But now you do have someone to talk about it with." She smiled trying to assure Peter of her good intentions.

"Right then." Peter replied his mood picking back up. "So you want to join me right?" Kitty nodded. "Well you were able to hold your own preaty well against Shocker but honestly he is just the start. Guys like Octavious and the Goblin are a lot tougher and aren't distracted as easily. That reminds me how did you do that whole walking through walls thing?" Peter said remembering how she dodged some of Shocker's attacks.

"Oh that. I am a mutant." She said calmly as if this were an everyday occurrence. However she remembered that Peter didn't know about mutants so she sighed as she began the long process of explaining it all to him. "Certain people in the world are born with what we call the 'X'- gene that gives humans amazing superpowers. This mutation is only present in a small percentage of the world's population and only activates usually in puberty." She began as she paraphrased what Jean had told her and her parents when her powers manifested. "Mine is the ability to phase through solid matter, though I have to be careful because any electronics I phase through short out."

Peter was staring at her in rapt attention of what she was saying absorbing every word. With all the weird stuff he has dealt with it wasn't so hard to accept mutants. "Ok then, so that explains your phasing power and I know you go bit by that spider to give you the spider powers but it just seems you are so gungho about this and you seem almost too good for someone just starting out. Almost like you have had training…" Peter tailed off as he felt Kitty's embarrassment from what he was saying, then it dawned on him. "Where the hell do you get training for super powers? At school? Cuz if there is an elective in that I must have missed it."

"Well not at this school." Kitty said referring to M3. "The Xavier Institute is where I learned all this. I was 14 when Professor Xavier came to my house and told me about his school for mutants. My father was furious and didn't want anything to do with me being some kind of 'freak' so while he and my mom went through the divorce I was spared the heartache of that by staying at the Institute. I have a lot of friends there and I spent a good deal of the summer there learning about my new powers. It actually was kind of fun going through the process of learning about these powers without all the freaking out about what was going on. I am sure if you met them you would love the X-Men." Kitty finished as happiness oozed only slightly stained by the mention of her father.

"The what men?" Peter asked not knowing about the group.

"Oh the X-Men are the senior students and teachers that the professor has brought together as a team to fight for mutant rights and to fight against mutant terrorists like Magneto his followers. Besides Bobby I was the youngest then there is Rouge, Laura, Kurt, Pitor, Storm (**A/N this is ultimate storm so she is about 19), **Jean, Scott, Dr. McCoy and Mr. Logan. There are others that are in training and at the school but we are the X-Men because we were there first." Kitty boasted about her teammates and how she was a member of such a group. "I have to ask one thing though?" she said remembering how their earlier encounter got cut short.

"Sure go ahead." Peter replied.

"What's up with you and that blonde girl Gwen?" She asked remembering the confrontation

"Well that's a complicated thing. It's a really long story." Peter sighed

"I have time." Kitty replied egar to get to know more about her hopefully future partner.

"Well it all started…..

**Flashback**

An 8 year old Peter just steps off the bus from school he is excited to be home for the weekend and to go see a new science exhibit that his mom and dad promised to take him to. As he ran into the house he didn't notice the smashed window, he didn't notice the strange quiet air that surrounded the home. He rushed into the kitchen hopping to see his smiling parents welcoming him home. Instead the kitchen was covered in red. The floors wet and sticky. His parents usually so active and passionate lay motionless on the floor a pool of red surrounding them. Gone was the smile, gone the happy thoughts and the science exhibit.

He went to his parents and gently rubbed their shoulders. "Mommy, Daddy? Wake up please wake up." He began to cry as they did not respond. He stayed there crying over his parents, time forgotten and he didn't know what to do. Peter Parker, 8 years old had just come home to find his parents murdered in their kitchen and he didn't know what to do.

Detective George Stacy was driving his daughter home from the station where she came after school. His wife just having left him the detective was thankful for his daughter being there for him and how he could be there for her. As they drove down a street in their Forest Hills neighborhood George noticed something, a smashed window in the Parker house and the front door wide open.

"Honey I am going to go make sure everything is ok. I am going to need you to stay in the car while I go inside." George said as he pulled into the driveway of the Parker's house. His daughter nodded her understanding as the detective left the car. George walked into the house carefully listening for the sounds of possible intruders. "Richard? Mary? You here?" he called out into the house. The only reply was the sound of sobbing coming from the kitchen. He rushed to the sound and found a sight that even in his years as a detective had never prepared him for.

Peter had been crying over the bodies of his dead parents for well over an hour. He didn't hear the detective call. He didn't hear the detective gasp and say his name till he picked the boy up. "Peter I am here Peter I am here for you." He said as the boy, his cloths stained and caked with his parents blood cried into the shoulder of his father's best friend. George whisked Peter out of the house and brought him to the car sitting him in the back seat alongside Gwen who was shocked to see her friend in such a state.

And while her dad went to work calling in back up and notifying Richard's brother about what happened Gwen sat there with Peter as he cried into her shoulder and she stroked his hair. While the police swarmed the area and medics came to check Peter out Gwen was always right by him.

For the next several weeks the two were inseparable. Going to school together and every day after school Gwen would come home with Peter to Ben and May's house and try to lift Peter's spirits. Even at the funeral the two stood side by side. Peter did a lot of crying and Gwen was with him the whole time. It was Gwen that eventually got him out of his depression and made him enjoy life again.

**End Flashback**

"She was there for me in my darkest hour. She is like the sister I have never had." Peter finished as he turned and looked at Kitty

Kitty was floored by the story. Not just the words or even the fact that something like that must be incredibly painful to talk about. But also by the fact that she could feel the emotions of the story she could feel what Peter felt just recalling that memory. This boy had suffered so much and was willing to put himself in harm's way again. She was on the verge of tears and didn't know what to do next.

"So you still want to join me in what I do?" Peter asked

She only nodded in response not trusting her voice.

"Well then we are going to have to make you some web-shooter, right Bruce?" he joked

The tension broken Kitty began to laugh as she and her new partner leaped from building to building.

**A/N yeah I know it got really heavy in there for a bit but I really wanted to include how Gwen and Peter got so close. I originally wanted to post this a few days ago but I got bogged down in getting that part just right. Next chapter I write will be for spectacular! And Felicia is going to have a tough decision ahead of her. **


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